SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2021
(Exact name of registrant as specified in its charter)
|Delaware|| ||001-38721|| ||45-4744083|
|(State or other jurisdiction|
| ||(Commission File Number)|| ||(I.R.S. Employer|
26 Technology Drive
Irvine, California 92618
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ||☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
| ||☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
| ||☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
| ||☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Exchange Act:
|Title of class||Trading symbol||Name of exchange on which registered|
|Common stock, par value $0.0001 per share||AXNX||Nasdaq Global Select Market|
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change In Fiscal Year.
On March 31, 2021, Axonics, Inc. (formerly Axonics Modulation Technologies, Inc.), a Delaware corporation (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation, to change its corporate name from “Axonics Modulation Technologies, Inc.” to “Axonics, Inc.” effective as of March 31, 2021. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1. The Company's name change follows the recent addition of Bulkamid® to its product offerings and reflects the Company’s expansion into treating patients with stress urinary incontinence in addition to its core business of treating patients with overactive bladder and bowel dysfunction with its sacral neuromodulation product line.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ||AXONICS, INC.|
|Dated: April 1, 2021|| ||By:|| ||/s/ Raymond W. Cohen|
| || ||Raymond W. Cohen|
| || ||Chief Executive Officer|
CERTIFICATE OF AMENDMENT
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
AXONICS MODULATION TECHNOLOGIES, INC.
a Delaware corporation
Axonics Modulation Technologies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), certifies that:
1.This Certificate of Amendment of its Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation in accordance with Section 242(b)(1) of the General Corporation Law of the State of Delaware, which provides that no meeting or vote of the stockholders shall be required to adopt an amendment to the certificate of incorporation that only effects changes of a corporation’s name.
2.The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to reflect a change in the name of the Corporation by amending and restating ARTICLE 1 in its entirety as follows:
The name of this corporation (the “Corporation”) is as follows:
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Amended and Restated Certificate of Incorporation to be executed this 25th day of March, 2021.
|By:|| /s/ Raymond W. Cohen|
|Name:||Raymond W. Cohen|
|Title:||Chief Executive Officer|